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RNS Number : 1157G
Cyrun Finance Ltd
06 May 2011
Not for release, publication or distribution in whole or in part
into ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
6 MAY 2011
THE Offer by
CYRUN FINANCE, LTD
FOR
SVM UK ACTIVE FUND PLC
IS NOW BEING MADE ON A MANDATORY BASIS AND IS EXTENDED
Mandatory Cash Offer Summary
-- The Board of Cyrun is pleased to announce that following the
purchase of additional SVM Shares increasing Cyrun's holding to
over 30% of SVM's issued share capital the cash offer by Cyrun to
acquire the entire issued and to be issued share capital of SVM UK
Active Fund PLC is now being made on a mandatory basis.
-- The closing date of the Offer is extended to 1.00pm on Friday
20 May 2011.
-- There is no change to the terms of the Offer, which remains
conditional only on the total of SVM Shares held by Cyrun and
persons acting in concert with it and acceptances received mounting
to over 50% of SVM's issued share capital.
-- As at 12.15 pm today Cyrun holds 10,062,144 SVM Shares
representing 31.7% of its issued share capital Cyrun had received
valid acceptances in respect of SVM Shares as at 1.00pm on 5 May
2011 in respect of 10,092,143 SVM Shares representing 3.4 percent
of its issued share capital. The number of such acceptances may
include acceptances which have since been withdrawn in order to
sell the relevant SVM Shares to Cyrun or otherwise.
-- Cyrun has made arrangements to purchase additional SVM Shares
at a price of 191.2p each from those SVM Shareholders who wish to
sell them regardless of the outcome of the Offer. These share
purchase arrangements cease at 4.00pm today. Accordingly Cyrun may
acquire further SVM Shares during the day and intends to release a
more detailed announcement containing information about its
increased shareholding and acceptance levels as at 1.00pm today as
soon as practicable after 4.00pm today.
Enquiries:
Cyrun Finance, Ltd Tel: 001 303 442-2156
Stephen Miller
Fairfax I.S. PLC (financial adviser to Cyrun) Tel: (020) 7598
5368
David Floyd
A copy of this Announcement and certain information published or
otherwise made available by Cyrun in connection with the Offer is
available at: www.cyrun.co.uk.
General
The Improved Offer Document, containing the full terms of the
Improved Offer, was posted to SVM Shareholders on 28 April 2011
with an amendment setting out changes to certain dates
("Amendment"). The sole condition to the Offer is set out in the
Improved Offer Document and certain further terms of the Offer set
out in the Offer Document and/or the Improved Offer Document and,
in the case of certificated SVM Shares, in the Form of Acceptance.
In deciding whether to accept the Improved Offer, SVM Shareholders
should rely on the information contained in, and follow the
procedures described in, the Offer Document and, if applicable, the
Form of Acceptance.
The availability of the Offer to SVM Shareholders not resident
in or citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are citizens or in which
they are resident. Such persons should inform themselves about and
observe any applicable legal or regulatory requirements of any such
relevant jurisdiction.
In particular, the Offer is not being made, directly or
indirectly, in, into, or by the use of the mails of or any means or
instrumentality (including, without limitation, by means of
facsimile or electronic transmission, telephone or internet) of
interstate or foreign commerce of, or any facilities of a
securities exchange of or in to into, any Restricted Jurisdiction,
or in any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction and the Offer,
when made, will not be capable of acceptance by any such use,
means, instrumentality or facility from or within any Restricted
Jurisdiction where to do so would constitute a breach of any
relevant securities laws of that Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must
not be, mailed or otherwise distributed or sent in or into or from
any Restricted Jurisdiction or any such other jurisdiction. Doing
so may render invalid any purported acceptance of the Offer. Cyrun
will retain the right to permit the Offer to be accepted and any
sale of any securities pursuant to the Offer to be completed if, in
its sole discretion, it is satisfied that the transaction in
question can be undertaken in compliance with applicable law and
regulation.
Any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and
observe any applicable legal or regulatory requirements. Further
information in relation to overseas SVM Shareholders will be set
out in the Offer Document.
This Announcement does not constitute, or form part of, an offer
or an invitation to purchase or subscribe for any securities. The
Offer has been made solely by way of the Offer Document and revised
as set out in the Improved Offer Document, where appropriate, the
related Form of Acceptance which together will contain the full
terms and conditions of the Offer, including details of how the
Offer may be accepted.
Fairfax is acting exclusively for Cyrun and no one else in
connection with the Offer and will not be responsible to anyone
other than Cyrun for providing the protections afforded to
customers of Fairfax or for providing advice in relation to the
Offer or any other matter referred to herein.
The sole director of Cyrun, Stephen Miller, and Stewart R.
Horejsi accept responsibility for the information contained in this
Announcement, save that the only responsibility accepted by them
for the information given in relation to SVM, which has been
compiled from published sources, has been to ensure that such
information has been correctly and fairly reproduced and presented.
Save as aforesaid, to the best of the knowledge and belief of Mr
Miller and Mr. Horesji (who have taken all reasonable care to
ensure that such is the case) the information contained in this
Announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date. Nothing
contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of SVM
except where expressly stated.
The attention of SVM Shareholders is drawn to the fact that
under the Code there are certain UK dealing disclosure requirements
in respect of relevant securities during an offer period. An Offer
Period was deemed to have commenced at 4.17 p.m. on 16 March 2011
when a possible offer by Cyrun for SVM was announced.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Cyrun is a cash offeror for the purposes of the above disclosure
requirements.
This Announcement does not constitute, or form part of, an offer
or invitation to purchase any securities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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